25t February, 2022

To, To,
The BSE Limited The Metropolitan Stock Exchange of
Department of Corporate Services India Limited,
Phiroze Jeejeebhoy Towers,
Vibyor Towers, 4th Floor, Plot No C 62,
Dalal Street, Mumbai-400001 G-Block, opp. Trident Hotel, Bandrakurla
Scrip Code: 539621 Complex, Bandra (E), Mumbai-400098
MSEI Symbol: BCL
Subject: Proceedings of the Extra- Ordinary General Meeting (“EGM”) of BCL Enterprises
Limited held on 25th February, 2022.

Dear Sir(s),

We wish to inform you that pursuant to Section 100

of the Companies Act, 2013, the Extra-
Ordinary General Meeting (EGM) of BCL Enterprises Limite
d ("the Company”) was held on Friday,
25th day of February, 2022 at 01:00 P.M. at BG-223,
Sanjay Gandhi Transport Nagar, GT Karnal
Road, Delhi-110042 wherein the businesses as mentioned
in the Notice dated 02nd February, 2022
were transacted in due compliance with the Companies
Act, 2013 and other relevant provisions.

In this regard we are enclosing herewith the proceedings

of the Extra-Ordinary General Meeting
(EGM) as required under Regulation 30 of SEBI (Listin
g Obligations and Disclosure Requirements)
Regulations, 2015.

We request you to kindly take the same on your records.

Thanking You,

Yours Faithfully

For BCL ENTERPRISES LIMITED

For BCL ENTERPRISE LTD

Authorised Sign./Director
Mahendra Kumar Sharda
(Managing Director)
DIN: 00053042
Off. Add.: 510, Arunachal Building, 19,
Barakhamba Road, New Delhi-110001

BCL Enterprises Limited

CIN: L26102DL1985PLC021467 |

510 | 5th Floor| Arunachal Building| Barakhamba Road | New Delhi — 110001 | India
Board: +91-11-4308 0469 | Email: bclenterprisesitd@gmail.com | www.belenterprisesitd.com
 > BCL
Proceedings of the Extra - Ordinary General Meeting (EGM) of the Members of BCL
Enterprises Limited (“the Company”) held on Friday, 25' day of February, 2022 commen
ced
at 01:00 P.M. and concluded at 02:30 P.M at BG-223, Sanjay Gandhi Transport Nagar, GT
Karnal Road, New Delhi-110042

Present:

Directors

Mr. Mahendra Kumar Sharda Managing Director

Ms. Sangita Director
Mr. Umesh Kumar Bajaj Director

In Attendance
Mr. Shyam Lal Company Secretary and Compliance officer

By Invitation

Mr. Kishore Kargeti Chief Financial Officer

Mrs. Akanksha Chaudhary Scrutinizer
(For and On behalf of GA & Associates Company Secretaries LLP)

Members Present

Members (In Physical) 40

Proxy Nil
(as per records of attendance)

Mr. Mahendra Kumar Sharda occupied the chair as the Chairman of the meeting to
preside over the
meeting and welcomed all the directors, members and other invitees and requested to occupy the
seats.

The Company received Nil Proxy forms and 40 members were personally present. The total
strength of the meeting was 40 members thereby constituting a valid quorum as per the provisions
of Section 103 of the Companies Act, 2013 for duly convening the meeting.

He then called the meeting to order.

; . ‘ne for
available during the meeting
The requisite records and the Statutory Registers were made
and confirmed.
inspection by the members. Minutes of the last meeting were read

BCL Enterprises Limited

. -
CIN: L26102DL1985PLC021467
Road | New Delhi ~ 110001 | elie ‘uscom
510 | 5th Floor | Arunachal Building} Barakhamba
| www. bclenterprisesita.
Board: +91-11-4308 0469 | Email: bclenterprisesitd@gmail.com
 BCL
The Chairman then delivered his speech including the performance of the Company till date and
also portrayed key financial highlights.

At the EGM venue all the required covid 19 precautions were taken care by the company in the best
interest of all the members and invitees for their safety.

He further stated that the Company is making headway to focus on operational excellence, building
efficiency, continuous improvement in product quality, emphasize on product development and to
build a strong base which competes in the market.

For conclusion, he expressed most sincere gratitude to all the stakeholders for the support
extended to the Company and Management in its operations throughout the year.

The members were given the opportunity to ask any question and seek clarifications on the
resolution to be passed at the meeting. All queries/clarifications of the members were satisfactorily
addressed by the Directors of the Company.

With the permission of members, the notice of the meeting were taken as read.

It was informed that the facility of casting vote by e-voting was provided to the Members from 224
February, 2022 (9:00 A.M.) to 24t February, 2022 (5:00 P.M.).

It was further informed that Mrs. Akanksha Chaudhary, Designated Partner and Practicing
Company Secretary for and on behalf of GA & Associates, Company Secretaries LLP, New Delhi was
appointed by the Board as an Independent Scrutinizer to scrutinize the process of Remote e-voting
and voting in the meeting in fair and transparent manner.

Thereafter, the Chairman read the items to be transacted. He then informed the Directors interest
in the respective resolutions. The Chairman thereafter ordered for voting by poll and requested the
shareholders who had not cast their vote on remote e-voting, to cast their votes by Poll at the venue
and then ballot paper were distributed under the supervision of the Scrutinizer.

It was further informed that upon completion of voting by physical ballot the Scrutinizer will count
the votes and sign and submit the result to the Chairman by adding the physical votes to the
electronically casted votes” in favor/against” each resolution within 2 working days from the
conclusion of the meeting.

BCL Enterprises Limited

.
CIN: L26102DL1985PLC021467
Barakhamba Road — 110001
| New Delhi | india
510 | 5th Floor| Arunachal Building]
Board: +91-11-4308 0469 | Email: bclenterprisesitd@gmail.com | www.bclenterprisesitd.com
 BCL
The members were briefed about the process of poll and empty ballot box was displayed and
sealed.

The Chairman announced that the polling results would be displayed by the company on its website
(www. bclenterprisesltd.com)

The poll was then conducted on the following items:

Special Business

Item No.1

Sub-Division of Equity Shares from the face value of Rs.10/- per Share to Re. 1/- per Share.

Item no. 2

Increase in the Authorised Share Capital of the Company and _ alteration of capital clause of
Memorandum of Association of the Company.

Item No. 3

Issue of Bonus Shares.

After ensuring that all members who participated in the voting through polling paper had casted
their votes, the scrutinizer closed the poll. The scrutinizer then took the custody of the polling box.

The results of the electronic voting and the poll conducted at the EGM shall be submitted to the
Stock Exchange on or before 28 February, 2022.

the Chairman, the Board members,

There were informed exchange of views and opinions among
and the shareholders present.
meeting aas
completed, the Chairman declared the
As the agenda items of th e meeting were the meetin
thanked all the members present at
concluded at 02:30 P.M. The chairman
ing
attending and participating in the Meet

BCL Enterprises Limited

467
CIN: L26102DL1985PLC021 Delhi — 410001 | India
nac hal Buil ding | Barakhamba Road | New
510 | Sth Floo r | Aru sesitd.com
l: bclenterprisesitd@gm
ail.com | www.bclenterpri
9 | Emai
Board: +91-11-4308 046
The Chairman extended vote of thanks.

This is for your information and records.

Thanking You,

For BCL ENTERPRISES LIMITED

For BCL ENTERPRISER LTD

Authorised Sign./Director
Mahendra Kumar Sharda
(Managing Director)
DIN: 00053042
Off. Add.: 510, Arunachal Building, 19,
Barakhamba Road, New Delhi-110001

BCL Enterprises Limited

CIN: L26102DL1985PLC021467
510 | 5th Floor | Arunachal Building| Barakhamba Road | New Deithi — 110001 | India
Board: +91-11-4308 0469 | Email: bclenterprisesitd@gmail.com | www.bclenterprisesitd.com
 Date: 25/02/2022

To,
BSE Limited,
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai-400 001.

Sub: Disclosure of the Voting Results of Postal Ballot under Regulation 44 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

Dear Sir/ Madam,

We are pleased to inform that Members of the Company have passed necessary resolutions as set out in the
Postal Ballot Notice dated 16th day of January 2022. The details of Voting Results of Postal Ballot (including
voting by electronic means) are enclosed herewith in format prescribed under Regulation 44(3) of SEBl
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and also attached Scrutinizer's Report.

You are requested to take the same on record.

Thanking you,

Yours faithfully

For Vandana Knitwear Limited

Nareshkumar Gattani
DIN – 00125231
Managing Director

Encl.: As above
 Details of Voting Result – Postal Ballot

Particulars Details
Not Applicable
(Resolutions passed through Postal
Date of AGM/EGM Ballot on February 25 2022)
Total Number of Shareholders as on Record Date 7718
(As on Cutoff Date i.e. 14.01.2022)
No. of Shareholders present in the meeting either in Person or Not Applicable
through Proxy: (Resolutions passed through Postal
i) Promoter and Promoter Group Ballot)
ii) Public
No. of Shareholders attend the Meeting through Video Not Applicable
Conferencing: (Resolutions passed through Postal
i) Promoter and Promoter Group Ballot)
ii) Public

Resolution - 1: Appointment of M/s S.N. Kabra & Co., Chartered Accountants, (Firm Registration Number: 03439C)
as the Statutory Auditor of the company to fill casual vacancy caused by resignation of M/S Jayesh Patel &Co.,
Chartered Accountants.

Resolution required: (Ordinary / Special) Ordinary

Whether promoter/promoter group are interested in the agenda/resolution No
Category Mode of No. of No. of % of Votes No. of No. % of votes in % of
voting shares votes polled on votes – in of favour on Votes
held polled outstandin favour votes votes polled against
g shares – on votes
again polled
st
Promote (1) (2) (3)=[(2)/(1 (4) (5) (6)=[(4)/(2)]* (7)=[(5)/(
r and )]*100 100 2)]*100
Promote E-Voting* 49038470 49038470 100.00 49038470 0 100.00 0.00
r Group Poll 0 0 0 0 0 0
Postal 0 0 0 0 0 0
Ballot (if
applicable)
Total 49038470 49038470 100.00 49038470 0 100.00 0.00
Public- E-Voting* 0 0 0 0 0 0
Institutio Poll 0 0 0 0 0 0 0
ns Postal 0 0 0 0 0 0
Ballot (if
applicable)
Total 0 0 0 0 0 0 0
 Public- E-Voting* 2220315 3.83 2219242 1073 99.95 0.05
Non Poll 57946600 0 0 0 0 0 0
Institutio Postal 0 0 0 0 0 0
ns Ballot (if
applicable)
Total 57946600 2220315 3.83 2219242 1073 99.95 0.05

For Vandana Knitwear Limited

Nareshkumar Gattani
DIN – 00125231
Managing Director
 S Bhattbhatt &Ca.
CS Practising Campany Secretaries
Regd. Insaluency Pafessional
Office No. 1:520, Grand K 10, Opp. Honest Restaurant, Nr. Genda Circle, Vadodara 390007.
Phone No.: 0265-2969504, Mobile: 9824250787 Email : cssuhasb@gmail.com

SCRUTINIZER'S REPORT ON POSTAL BALLOT

To,
The Chairman
Vandana Knitwear Limited
Bhandari Plaza,
2nd Floor,
Opp. Nagar Parishad,
Rajendra Marg Road,
Bhilwara, Rajasthan, 311001

Dear Sir,

Sub: Scrutinizer's Report on Postal Ballot conducted pursuant to the provisions of Section 110 & 108 of the
Companies Act, 2013 ("the Act") read with Rule 20 & 22 of the Companies (Management and
Administration) Rules, 2014.

, Suhas Bhattbhatt, proprietor of M/s. S Bhattbhatt & Co., Practicing Company Secretaries of Vadodara, had been
appointed as Scrutinizer by the Board of Directors of Vandana Knitwear Limited for conducting the Postal Ballot
process (including e-voting pursuant to Section 108 read with Rule 20 of Companies (Management and
Administration) Rules, 2014).
The Shareholders of the Company holding shares as on the "cut-off date" i.e 14 day of January 2022, were
entitled to vote on the proposed resolution(s) as set out in the Postal Ballot Notice of the Company.

In terms of section 110 of the Act and in terms of the circulars issued by the Ministry of Corporate Affairs,
Government of India (the "MCA") vide its General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April
13, 2020, 22/2020 dated June 15, 2020 and 33/2020 dated September 28, 2020, 39/2020 dated 31 December 2020
and 10/2021 dated 23 June 2021, 20/2021 dated 08th December 2021(the "MCA Circulars"), current outbreak of
COvID-19 pandemic requiring social distancing, companies are advised to take all the decisions
requiring members
approval, other than items of ordinary business or business where any person has a right to be heard, through the
mechanism of postal ballot/e-voting in accordance with the provisions of the Companies Act and rules made
thereunder, without holding a general meeting.

The voting period for the Postal Ballot commenced from 9.00 a.m. (IST) on Monday, January 24 2022 and ends
at 5.00 p.m. (IST) on Friday, February 25 2022.The voting was blocked thereafter.

As per Section 110(2) of the Companies Act, 2013 read with Secretarial Standards on General Meeting (SS2) issued
by the Institute of Company Secretaries of India, if a resolution is assented to by a requisite majority of the
shareholders by means of Postal Ballot, it shall be deemed to have been duly passed on the last date specified fore-
voting, i.e. Friday, February 25, 2022.

The Company had availed the e-voting facility offered by Central Depository Service (India) Limited (CoSL) for
conducting e-voting by the Shareholders of the Company.

I have scrutinized and reviewed the e-voting and votes tendered therein based on the data downloaded from
Central Depository Services (India) Limited (CDSL) e-voting system and voting through Postal Ballot.

hat
*1975
dodar2
 of
requested to take note of the above and oblige. We are enclosing report generated fromthe website
You are
to electronic voting for your records.
CDSL, with regard
Chartered Accountants, (Firm Registration Number:
tem No. 1: Appointment of M/s S.N. Kabra & Co.,
fill casual vacancy caused by resignation of M/S Jayesh
03439C) as the Statutory Auditor of the company to
Accountants.
Patel &Co., Chartered

Voting resultsfor theresolution:

Postal ballot (Physical):

No. of Shareholder No. of Votes cast by them Percentage (%)

Nil Nil
Votes in favour of the Nil
Resolution Nil
Votes against the Nil Nil

Resolution Nil
Invalid Votes Nil Nil
Nil Nil
Nil
Total

(ii) E-Voting
No. of Votes cast bythem Percentage(%)
No. of Shareholder 99.99
32 51257712
Votes in favour of the
Resolution 1073 0.01
Votes against the
Resolution
Invalid Votes 100
Total 37 51258785

(ii) Total:

No. of Votes cast by them Percentage (%)

No. of Shareholder 99.99
Votes in favour of the 32 51257712

Resolution 0.01
Votes against the 5 1073

Resolution 0
InvalidVotes 100
Total 37 51258785
I report that both the resolutions as set out in the Notice of Postal Ballot are passed with requisite majority.

the Director authorized by the Board

The relevant records relating to Postal Ballot were sealed and handed over to

for safe keeping.

Thanking you,

Yours faithfully

For S Bhattbhatt & Co.

Suhas Bhattbhatt AC
Proprietor
M. No.:A11975
C.O.P.: 10427
UDIN: A011975C002719185

Place: Vadodara
Date: 25.02.2022